exv10w2






Exhibit 10.2




Deed of Amendment No. 2




The Ensco Multinational Savings Plan




December 22, 2009




between




Citco Trustees (Cayman) Limited




(as Trustee)




and




ENSCO International Incorporated




 









 





This Deed of Amendment is made the 22nd day of December, 2009



Between:





	(1)	 	Citco Trustees (Cayman) Limited, a trust company incorporated under the laws of the Cayman
Islands whose registered office is at Windward One, Regatta Office Park, Grand Cayman, Cayman
Islands (“Trustee”); and
	 
	(2)	 	ENSCO International Incorporated of 500 North Akard Street, Suite 4300, Dallas, Texas, 75201,
United States of America (“Ensco Inc”)





Whereas:





	(A)	 	This deed is supplemental to a trust deed dated 31 December 2008 made between the Trustee
and Ensco Inc as the Plan Sponsor establishing the trust known as the Ensco Multinational
Savings Plan and an amended and restated trust deed (the “Amended and Restated Deed”) dated 16
February 2009 made between the Trustee and Ensco (the “Trust”).
	 
	(B)	 	The Trustee is the present sole trustee of the Trust.
	 
	(C)	 	By the Amended and Restated Deed the Trustee declared that it held $100 on the trust of the
Trust and on the additional terms of the Rules.
	 
	(D)	 	By Clause 24 of the Trust, the Trustee has the power (the “Power”) with the written consent
of the Plan Sponsor and with written notice to the Participants by deed to amend, modify,
alter or add to the provision of the Trust and the Rules in such manner and to such extent as
the Trustee considers to be in the best interests of the Participants, on the written consent
of the majority of Participants to approve the modification, alteration or addition, unless
the Trustee certifies in writing that in its opinion the amendment, modification, alteration
or addition does not materially prejudice the interests of the then existing Participants and
does not operate to release the Trustee from any responsibility to Participants (the
“Certification”).
	 
	(E)	 	Ensco Inc has entered into an Agreement and Plan of Merger and Reorganization with ENSCO
Newcastle LLC, dated 9 November 2009 (the “Merger Agreement”), pursuant to which






	 	•	 	Ensco Inc will become a wholly-owned subsidiary of Ensco International
plc (“Ensco plc”);
	 
	 	•	 	Each outstanding share of common stock of Ensco Inc will be converted
into the right to receive an American depositary share, evidenced by an American
depositary receipt, which represents a Class A Ordinary Share in Ensco plc; and
	 
	 	•	 	Ensco Inc shall assign to Ensco plc, and shall cause Ensco plc to adopt
and assume, the rights and obligations of Ensco Inc under certain of its equity
incentive, compensation and other plans that provide for rights to receive or
purchase shares of common stock of Ensco Inc, including the Trust (and the Rules
annexed thereto).






	(F)	 	By Clause 30 of the Trust, if the Plan Sponsor is absorbed by or amalgamated with another
company or body or if the undertaking of the Plan Sponsor is assigned to or vested in any
other




 









 






	 	 	company or body, the Trustee shall upon the direction of the Plan Sponsor or its successor
in interest make such arrangements for the continuance of the Plan and for such amalgamated
company or other body to take the place of and become the Plan Sponsor for all purposes of
the Plan for a date agreed with the Trustee.






	(G)	 	The Trustee wishes to exercise the Power in the manner set out below and intends that this
Deed shall serve as the Certification.
	 
	(H)	 	Ensco Inc wishes to consent to the proposed amendments as set out in this deed to be made to
the Trust.
	 
	(I)	 	Ensco Inc confirms that notice of the proposed amendments as set out in this deed has been
given to the Participants.




This Deed witnesses as follows:





	1	 	Definitions and Construction




In this deed, where the context allows:





	1.1	 	the definitions and rules of construction contained in the Trust shall apply and, subject to
that, the following definition shall apply:
	 
	1.2	 	“Effective Date” means 23 December 2009 or, if different, the effective date of the Merger
Agreement.






	2	 	Amendments




In exercise of the Power and of each and every other power (if any) it enabling, the Trustee hereby
declares that the Trust is hereby amended in the manner set out below so that from the Effective
Date the Trust shall be read and construed with the amendments having been made.





	2.1	 	The following definitions in Clause 1.1 are hereby deleted and replaced with the following:
	 
	 	 	“Forfeiture Account” means a sub-acount of the Plan which is reserved for any sums forfeited
by the Participant under the Rules and held in the Trust Fund to be used during the Trust
Period at the discretion of the Trustee for and on behalf of the Participants, in accordance
with the terms of this Trust;
	 
	 	 	“Investment” means any share, stock, partnership interest, bond, debenture, debenture stock,
depositary share, warrant, convertible bond, loan stock, unit or sub-unit of a unit trust,
share or stock option or futures contract, currency or interest rate swap, repurchase
agreement, certificate of deposit, bill, note or security of any kind whatsoever issued by,
or any loan (or participation therein) made to any person, body (whether or not
incorporated), fund, trust, government or agency of any country, state or territory in the
world, any participation in a mutual fund or similar scheme and whether fully paid, partly
paid or nil paid or such other investment or derivative thereof as the Trustee may from time
to time designate in writing;




 









 












“Plan Sponsor” means Ensco International plc of ENSCO House, Badentoy Avenue, Badentoy
Industrial Estate, Aberdeen, AB12 4YB, Scotland, or such address as the Plan Sponsor from
time to time may specify by notice to the Trustee.




	2.2	 	Clause 1.1(b)(i) of the Rules is hereby deleted and replaced with the following:
	 
	 	 	“is a citizen or resident of, or is employed in, the United States or the Cayman Islands or is employed in the United
Kingdom;”
	 
	2.2	 	Clause 3.14 of the Rules is hereby deleted and replaced with the following:
	 
	 	 	“From and after the Effective Date, no Participant may direct more than twenty-five per cent
(25%) of his total Participant Contributions and his Employer Contributions to be invested
in American depositary shares, evidenced by American depositary receipts, which represent
Class A Ordinary Shares in the Plan Sponsor (“ADSs”). Should a Participant act contrary to
this provision, the Employer may reallocate the amounts so directed by the Participant, so
that any amount but for the restrictions set out in this Rule 3.14 that would otherwise be
used to purchase ADSs is instead invested in the Plan’s money market account. Furthermore,
no Participant may direct the sale of any assets in his Participant Account and reinvest in
ADSs if such sale and reinvestment would directly result in the Participant Account holding
more than twenty-five per cent (25%) by value of its assets in ADSs provided however that
the value of any ADSs held in a Participant Account may exceed twenty-five per cent (25%) of
the total value of a Participant Account through appreciation or depreciation of the value
of assets in the Participant Account, or if the concentration of ADSs exceeded twenty-five
(25%) prior to the Effective Date.”






	3	 	Certification




The Trustee hereby certifies that in its opinion the amendments as set out above in Clause 2 of
this Deed of Amendment do not materially prejudice the interests of the Participants as at the
Effective Date and do not operate to release the Trustee from any responsibility to Participants.





	4	 	Consent




Ensco Inc hereby consents to the amendments to the Trust as set out herein.





	5	 	Confirmation




Except as specifically amended herein, all the provisions of the Trust (as amended) shall remain in
full force and effect, and the Trust as further amended herein shall be read as a single,
integrated document with all terms used in this amendment having the meanings set forth in the
Trust.





	6	 	Governing Law




Cayman Islands law shall govern the construction and interpretation of this deed and the parties
hereby submit to the non-exclusive jurisdiction of the courts of the Cayman Islands.




 









 







In witness whereof this instrument has been executed and delivered the day and year first above
written.




	 	 	 	 	 	 	 	 	 
	Executed as a deed and delivered by the said

	 	 	)	 	 	 
	 	 
	CITCO TRUSTEES (CAYMAN) LIMITED by its

	 	 	)	 	 	 	 	 
	common seal being affixed in the presence of

	 	 	)	 	 	/s/ Christina Belargent 
	 	 
	 

	 	 	)	 	 	CITCO TRUSTEES (CAYMAN) LIMITED	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
Cassandra Ebanks
 
Witness
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Executed as a deed and delivered by the said

	 	 	)	 	 	 
	 	 
	ENSCO International Incorporated by its

	 	 	)	 	 	 	 	 
	common seal being affixed in the presence of

	 	 	)	 	 	/s/ Cary A. Moomjian, Jr.
 
	 	 
	 

	 	 	)	 	 	ENSCO INTERNATIONAL INCORPORATED	 	 
	 

	 	 	)	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
Robert W. Edwards
 
Witness